Allergan plc entered into a definitive agreement to acquire Soliton, Inc. (NasdaqCM:SOLY) for approximately $510 million on May 8, 2021. Allergan will fund the purchase price from cash, cash equivalents, and available borrowing capacity under existing credit facilities. Under the terms of agreement, Allergan will pay $22.6 per share in cash for each outstanding share of Soliton. In case of termination by Soliton, a fee of $18.625 million will be paid to Allergan and if agreement is terminated by Allergan, a fee of $20 million will be paid to Soliton.
The transaction is subject to customary closing conditions, including clearance by the U.S. antitrust authorities under the Hart-Scott-Rodino Act and approval of Soliton's shareholders. The transaction has been unanimously approved by the Boards of Directors of Allergan and Soliton. The consummation of the merger is not conditioned upon AbbVie?s receipt of financing. On November 7, 2021, AbbVie delivered notice to extend the date by which either party has a right to terminate the merger agreement if the consummation of the merger has not occurred from November 8, 2021 to February 8, 2022. in connection with delivery of the First Extension Notice, AbbVie made a payment to Soliton in the amount of $11,500,000. The transaction is expected to close in the second half of 2021. Guggenheim Securities, LLC acted as financial advisor and fairness opinion provider to Soliton. Joseph E. Gilligan and Leslie B. Reese of Hogan Lovells US LLP and Charles D. Vaughn and Aileen L. Nagy of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to Soliton. Eric L. Schiele and Maggie D. Flores of Kirkland & Ellis LLP acted as legal advisors to Allergan. Saratoga Proxy Consulting, LLC is acting as the proxy solicitor to Soliton for a fee of approximately $40,000. Soliton will pay a fee of $13.675 million to Guggenheim Securities, of which a cash milestone fee of $1,000,000 became payable upon the rendering of Guggenheim Securities? opinion.